Settlement of Phantom Units. The Company or the Partnership shall deliver or cause to be delivered to the Participant (or in the event of the Participant’s death, to the Participant’s estate) one whole Unit for each vested Phantom Unit, subject to applicable tax withholdings, as soon as reasonably practical following the date on which such Phantom Units vest. For purposes of the preceding sentence, if a Participant is eligible to separate from Service due to a Qualified Retirement then (i) the Participant shall only receive payment following the Participant’s separation from Service, and (ii) such payment shall be subject to the delayed payment provision in Section 15(b) below. In lieu of the foregoing, the Committee may elect in its discretion to pay the Phantom Units in cash equal to the Fair Market Value of the Units that would otherwise be distributed as of the date of vesting.
Settlement of Phantom Units. Upon vesting, the Participant shall be entitled to receive, with respect to each vested Phantom Unit, one (1) Unit as set forth in Section 5 below.
Settlement of Phantom Units. Subject to Section 9, the Vested Units shall be settled by the Company upon or as reasonably practical (but in no event later than 10 days) following the applicable Vesting Date, with such payment date as determined in the sole discretion of the Company, and in no event may Executive directly or indirectly designate the taxable year of payment. The Vested Units will be settled through the delivery of a number of Units equal to the number of such Vested Units, or an amount of cash equal to the Fair Market Value of a Unit on the Vesting Date to be paid in a single lump sum payment, as determined by the Committee in its discretion.
Settlement of Phantom Units. As soon as administratively practicable following the Full Vesting Date, but in no event later than 60 days thereafter, subject to Section 3, the Grantee (or the Grantee’s permitted transferee, if applicable) shall be issued in full settlement of such Phantom Unit one share of Stock unless the Board, in its discretion, elects to pay the Grantee an amount of cash equal to the Fair Market Value of a share of Stock determined on the Full Vesting Date. To the extent Stock is issued hereunder, such Stock shall be delivered either by delivering one or more certificates for such Stock to the Grantee or by entering such Stock in book-entry form, as determined by the Board in its sole discretion. The value of any shares of Stock issued or cash paid hereunder shall not bear any interest owing to the passage of time. Neither this Section 3 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.
Settlement of Phantom Units. With respect to each Phantom Unit granted hereunder, as soon as administratively practicable following the later of the Time Vesting Date for such Phantom Unit or the Event Vesting Date for such Phantom Unit (the later of such dates, the “Full Vesting Date”), but in no event later than 60 days thereafter, subject to Section 3, the Grantee (or the Grantee’s permitted transferee, if applicable) shall be issued in full settlement of such Phantom Unit one share of Stock unless the Board, in its discretion, elects to pay the Grantee an amount of cash equal to the Fair Market Value of a share of Stock determined on the Full Vesting Date. To the extent Stock is issued hereunder, such Stock shall be delivered either by delivering one or more certificates for such Stock to the Grantee or by entering such Stock in book-entry form, as determined by the Board in its sole discretion. The value of any shares of Stock issued or cash paid hereunder shall not bear any interest owing to the passage of time. Neither this Section 3 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.
Settlement of Phantom Units. (a) The Fair Market Value of the Earned Phantom Units that vest in accordance with Section 3 and any related Dividend Equivalents shall be paid to the Grantee in a lump sum cash payment no later than fifteen (15) days following the 20th trading day following the filing date of Ascent Capital’s annual report on Form 10-K in each relevant calendar year (each such date, or the date provided pursuant to the last paragraph of Section 6, as applicable, a “Settlement Date”).
(b) In the event of Grantee’s termination without Cause or Termination With Good Reason, following a Committee Certification Date but prior to the applicable Settlement Date, then the Earned Phantom Units shall vest in accordance with Section 3 and shall be paid to the Grantee in accordance with Section 4(a) as if the Grantee had been continuously employed by the Company or any Subsidiary from the Grant Date through the applicable Settlement Date.
Settlement of Phantom Units. As soon as administratively practicable after the vesting of a Phantom Unit, but not later than 30 days thereafter, the General Partner will pay, or cause to be paid, to the Director a cash payment equal to the Fair Market Value of a Unit on the date such Phantom Unit becomes vested in settlement of such Phantom Unit; provided, however, that, subject to compliance with the Partnership’s xxxxxxx xxxxxxx policies and all applicable laws, the Director may elect, in accordance with an executed election on the form prescribed by the Committee (the “Election Form”), to have all or a portion of the Phantom Units that vest on the Vesting Date be settled in Units in lieu of cash by delivering to the Committee an executed Election Form no earlier than 90 days and no later than 30 days prior to the Vesting Date.
Settlement of Phantom Units. On the Settlement Date, the Company shall deliver to the Participant one share of Common Stock in settlement of each vested Phantom Unit then held by the Participant (or, if applicable, the Cash Amount (as defined below)). For purposes of this Agreement, the “Settlement Date” shall be the earliest of (x) the 30th day following the seventh (7th) anniversary of the Grant Date, (y) the 30th day following the date of a Change in Control (in the case of clause (y), so long as the Change in Control is also a change in control event within the meaning of Section 409A of the Code and the regulations issued thereunder (a “Section 409A Change in Control”)) and (z) the 30th day following the Participant’s termination of employment. In the event that there occurs a Change in Control that is not a Section 409A Change in Control, all vested Phantom Units shall be converted, as of the effective date of such Change in Control, into a notional cash amount (the “Cash Amount”) equal to such number of vested Phantom Units multiplied by the Change in Control Price. The Cash Amount shall be paid to the Participant (minus applicable withholding taxes) on the Settlement Date.
Settlement of Phantom Units. Except as otherwise provided in Section 2(b) or 3, settlement of vested Phantom Units shall be made no later than 15 days after the lapse of Forfeiture Restrictions. Settlement will be made by the Company delivering to the Employee a lump sum cash payment equal to the product of (i) the Fair Market Value per share of Common Stock on the applicable Vesting Date (or the most-recently-completed trading day preceding the Vesting Date if the Vesting Date is not a trading day), multiplied by (ii) the number of Phantom Units vesting on such Vesting Date (the “Cash Payments”), less applicable taxes and withholdings. Notwithstanding the foregoing, the Fair Market Value payable for each Phantom Unit shall not exceed $93.95. Notwithstanding the foregoing, the Company shall also have the right, in the sole discretion of the Committee, to settle vested Phantom Units by the issuance of a number of shares of Common Stock equal to the number of Phantom Units vesting on such Vesting Date. Upon settlement of any vested Phantom Units, such Phantom Units will be cancelled and the Employee shall have no further rights to payment of any kind in respect of such Phantom Units.
Settlement of Phantom Units. At the Effective Time, in accordance with the terms of the Option/Phantom Unit Plan and the Phantom Unit Termination Agreement and Investor Agreement to be executed by each holder of Phantom Units, each Phantom Unit that is held by a Qualified Phantom Unit Holder shall be, subject to Tax withholding, satisfied by the Per Phantom Unit Merger Consideration, upon the terms and conditions set forth in this Agreement, including the escrow provisions in Section 1.9, the Working Capital Adjustment provisions set forth in Section 1.11, the indemnification provisions set forth in Article VII and the provisions set forth in Section 6.12. At the Effective Time, in accordance with the terms of the Option/Phantom Unit Plan and the related Phantom Unit Termination Agreement, each Phantom Unit that is held by a Person that is not a Qualified Phantom Unit Holder shall be, subject to Tax Withholding, satisfied with the cash payment (the cash to be derived from the Merger Consideration) required under the Option/Phantom Unit Plan.
